Self-Regulatory Organizations; The NASDAQ Stock Market, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Regarding Notification Requirements for Issuers Making Distributions to Shareholders, 5892-5894 [E8-1731]

Download as PDF 5892 Federal Register / Vol. 73, No. 21 / Thursday, January 31, 2008 / Notices unnecessary. FINRA is re-proposing the amendment to Rule 2810(c)(2). principles of trade, and protect investors and the public interest. ii. Total Production and Equal Weighting Requirements B. Self-Regulatory Organization’s Statement on Burden on Competition In connection with the Original Proposal, NASD stated that it was considering future amendments to Rule 2810 to incorporate the total production and equal weighting conditions for internal sales contests in its Investment Company Rule (Rule 2820) and Variable Contracts Rule (Rule 2830) in the context of a broader non-cash compensation rulemaking initiative.61 Two commenters urged NASD to abolish sales contests because they create incentives that are contrary to the obligations broker-dealers have to their customers, such as fair dealing.62 As noted above, FINRA will consider these issues in future rulemaking. FINRA does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. e. Effective Date of the Proposed Rule Change The Commission published the proposed rule change in the Federal Register on July 17, 2006.64 The comment period closed on August 7, 2006. The Commission received six comments in response to the Federal Register publication of the proposal. The comments are summarized in Item II above. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action FINRA will announce the effective date of the proposed rule change in a Regulatory Notice to be published no later than 60 days following Commission approval. The effective date will be 30 days following publication of the Regulatory Notice announcing Commission approval. 2. Statutory Basis rwilkins on PROD1PC63 with NOTICES C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others FINRA believes that the proposed rule change is consistent with the provisions of section 15A(b)(6) of the Act,63 which require, among other things, that FINRA rules must be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest. The proposed rule change would codify FINRA’s longstanding policy of applying certain regulatory requirements in Rule 2810 to REITs. In context of Investment Programs, FINRA believes that clarifying the standards for determining the fairness and reasonableness of compensation, treating the use and allocation of offering proceeds in a more explicit and objective manner, requiring disclosure regarding the liquidity of prior programs offered by the same sponsor, prohibiting sales loads on reinvested dividends and enabling bona fide training and education meetings to take place at appropriate locations, are measures designed to prevent fraudulent practices, promote just and equitable Notice to Members 05–40. Securities Division and NASAA. 63 15 U.S.C. 78o–3(b)(6). Within 35 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve such proposed rule change, or (B) Institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change, as amended, is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml ); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–NASD–2005–114 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 61 See 62 Massachusetts VerDate Aug<31>2005 18:07 Jan 30, 2008 Jkt 214001 64 See Securities Exchange Act Release No. 54118 (July 10, 2006), 71 FR 40569 (July 17, 2006). PO 00000 Frm 00104 Fmt 4703 Sfmt 4703 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NASD–2005–114. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (http://www.sec.gov/ rules/sro.shtml ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission’s Public Reference Room, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of FINRA. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NASD–2005–114 and should be submitted on or before February 21, 2008. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.65 Florence E. Harmon, Deputy Secretary. [FR Doc. E8–1725 Filed 1–30–08; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–57198; File No. SR– NASDAQ–2007–094] Self-Regulatory Organizations; The NASDAQ Stock Market, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Regarding Notification Requirements for Issuers Making Distributions to Shareholders January 24, 2008. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 65 17 E:\FR\FM\31JAN1.SGM CFR 200.30–3(a)(12). 31JAN1 Federal Register / Vol. 73, No. 21 / Thursday, January 31, 2008 / Notices (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on November 30, 2007, The NASDAQ Stock Market, LLC (‘‘Nasdaq’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by Nasdaq. Nasdaq has designated the proposed rule change as constituting a ‘‘noncontroversial’’ rule change under Rule 19b–4(f)(6) under the Act,3 which renders the proposal effective upon receipt of this filing by the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Nasdaq proposes a rule change to include in the Nasdaq rule manual the notification requirements for issuers making distributions to shareholders. The text of the proposed rule change is below. Proposed new language is underlined; proposed deletions are in brackets.4 * * * * * 4310. Listing Requirements for Domestic and Canadian Securities (a)–(b) No Change. (c)(1)–(24) No Change. (c)(25) In the case of any dividend action or action relating to a stock distribution of a listed stock the issuer shall, no later than 10 calendar days prior to the record date of such action: [[Reserved]] (i) Notify Nasdaq by filing the appropriate form as designated by Nasdaq; and (ii) Provide public notice using a Regulation FD compliant method. Notice to Nasdaq should be given as soon as possible after declaration and, in any event, no later than simultaneously with the public notice. (c)(26)–(30) No Change. * * * * * 4320. Listing Requirements for NonCanadian Foreign Securities and American Depository Receipts rwilkins on PROD1PC63 with NOTICES (a)–(d) No Change. (e)(1)–(20) No Change. (e)(21) In the case of any dividend action or action relating to a stock 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 17 CFR 240.19b–4(f)(6). 4 Changes are marked to the rule text that appears in the electronic manual of Nasdaq found at www.complinet.com/nasdaq. 2 17 VerDate Aug<31>2005 18:07 Jan 30, 2008 Jkt 214001 distribution of a listed stock the issuer shall, no later than 10 calendar days prior to the record date of such action: [[Reserved]] (i) Notify Nasdaq by filing the appropriate form as designated by Nasdaq; and (ii) Provide public notice using a Regulation FD compliant method. Notice to Nasdaq should be given as soon as possible after declaration and, in any event, no later than simultaneously with the public notice. (e)(22)–(26) No Change. (f) No Change. * * * * * II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Nasdaq included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. Nasdaq has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Pursuant to SEC Rule 10b–17,5 a national securities exchange may establish procedures under which an issuer must provide notice to the exchange no later than 10 calendar days prior to the record date of a dividend or other distribution in cash or in kind, including a dividend or distribution of any security. Nasdaq has implemented this requirement through procedures posted on its Web site at http:// www.nasdaq.com/about/ FAQsMarketIntegrity.stm. Upon receipt of an issuer’s notification information regarding an upcoming distribution to shareholders, and in accordance with Nasdaq Rule 11140, Nasdaq Corporate Data Operations Staff thereafter determines the ‘‘ex’’ date for the distribution and announces that information to the marketplace via a Daily List, which is a daily publication of all newly announced dividends. The information on the Daily List includes, among other things, the record date, payment date, payment amount and all new ex date rulings in order to provide the marketplace with the information necessary to adjust the price of the security on the ex date to represent the value of the dividend. The proposed rule text specifically incorporates the 10 day notice period set forth in SEC Rule 10b–17. Additionally, the proposed rule language requires that an issuer provide such notice through the use of appropriate Nasdaq forms and through the use of a Regulation FD compliant method to help ensure that both Nasdaq and the public are appropriately alerted in a timely manner as to any upcoming distributions to shareholders. Nasdaq believes that adopting a listing standard in this area, rather than relying on procedures described on a Web site, will provide greater transparency to issuers and investors and reduce the likelihood of untimely notification of dividend declarations. Moreover, we note that both the New York Stock Exchange LLC (‘‘NYSE’’) and the American Stock Exchange, LLC (‘‘Amex’’) have each already adopted rules that implement SEC Rule 10b–17 as to their listed issuers.6 Thus, adoption of a Nasdaq listing standard will provide uniformity throughout the markets. Nasdaq’s proposed rule is consistent in all respects with the procedures on its Web site. 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of Section 6(b) of the Act 7 in general and furthers the objectives of Section 6(b)(5) 8 in particular in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanisms of a free and open market and a national market system and, in general, to protect investors and the public interest. Untimely notification of dividend declarations may have a negative impact on the marketplace in the form of a late ex date ruling so it is in the best interests of the marketplace that Nasdaq reflect its notification requirements in the Nasdaq manual. B. Self-Regulatory Organization’s Statement on Burden on Competition Nasdaq does not believe that the proposed rule change will result in any burden on competition that is not 6 See NYSE Rule 204.12 and Amex Rule 830. U.S.C. 78f(b). 8 15 U.S.C. 78f(b)(5). 7 15 5 17 PO 00000 CFR 240.10b–17. Frm 00105 Fmt 4703 Sfmt 4703 5893 E:\FR\FM\31JAN1.SGM 31JAN1 5894 Federal Register / Vol. 73, No. 21 / Thursday, January 31, 2008 / Notices necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments on the proposed rule change were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 9 and Rule 19b–4(f)(6) thereunder 10 because it does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days after the date of the filing, or such shorter time as the Commission may designate. A proposed rule change filed under Rule 19b–4(f)(6) may not become operative prior to 30 days after the date of filing unless the Commission designates a shorter time if such action is consistent with the protection of investors and the public interest.11 Nasdaq has requested that the Commission waive the 30-day operative delay, which would make the rule change operative immediately upon filing with the Commission. The Commission believes waiving the 30day operative date is consistent with the protection of investors and the public interest because the proposed rule change provides greater transparency to issuers and investors and may reduce the likelihood of untimely notification of dividend declarations.12 For these reasons, the Commission designates the proposal to be effective and operative upon filing with the Commission. At any time within 60 days of the filing of a rule change pursuant to Section 19(b)(3)(A) of the Act,13 the Commission may summarily abrogate 9 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). 11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6)(iii) requires that a self-regulatory organization submit to the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Commission notes that Nasdaq has satisfied the five-day pre-filing notice requirement. 12 For purposes only of waiving the 30-day preoperative period, the Commission has considered the impact of the proposed rule change on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 13 15 U.S.C. 78s(b)(3)(A). rwilkins on PROD1PC63 with NOTICES 10 17 VerDate Aug<31>2005 18:07 Jan 30, 2008 Jkt 214001 the rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: should be submitted on or before February 21, 2008. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.14 Florence E. Harmon, Deputy Secretary. [FR Doc. E8–1731 Filed 1–30–08; 8:45 am] BILLING CODE 8011–01–P SMALL BUSINESS ADMINISTRATION [Disaster Declaration # 11158 and # 11159] Massachusetts Disaster # MA–00013 Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–NASDAQ–2007–094 on the subject line. U.S. Small Business Administration. ACTION: Notice. AGENCY: SUMMARY: This is a notice of an Administrative declaration of a disaster for the Commonwealth of Massachusetts dated 01/25/2008. Incident: Fire. Paper Comments Incident Period: 01/21/2008. • Send paper comments in triplicate Effective Date: 01/25/2008. Physical Loan Application Deadline to Nancy M. Morris, Secretary, Date: 03/25/2008. Securities and Exchange Commission, Economic Injury (Eidl) Loan 100 F Street, NE., Washington, DC Application Deadline Date: 10/27/2008. 20549–1090. ADDRESSES: Submit completed loan All submissions should refer to File applications to: U.S. Small Business Number SR–NASDAQ–2007–094. This Administration, Processing and file number should be included on the subject line if e-mail is used. To help the Disbursement Center, 14925 Kingsport Road, Fort Worth, TX 76155. Commission process and review your FOR FURTHER INFORMATION CONTACT: A. comments more efficiently, please use only one method. The Commission will Escobar, Office of Disaster Assistance, post all comments on the Commission’s U.S. Small Business Administration, 409 3rd Street, SW., Suite 6050, Internet Web site (http://www.sec.gov/ Washington, DC 20416. rules/sro.shtml). Copies of the submission, all subsequent SUPPLEMENTARY INFORMATION: Notice is amendments, all written statements hereby given that as a result of the with respect to the proposed rule Administrator’s disaster declaration, change that are filed with the applications for disaster loans may be Commission, and all written filed at the address listed above or other communications relating to the locally announced locations. The following areas have been proposed rule change between the Commission and any person, other than determined to be adversely affected by the disaster: those that may be withheld from the public in accordance with the Primary Counties: provisions of 5 U.S.C. 552, will be Essex. Contiguous Counties: available for inspection and copying in Massachusetts: Middlesex and the Commission’s Public Reference Suffolk. Room, 100 F Street, NE., Washington, New Hampshire: Hillsborough and DC 20549, on official business days Rockingham. between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be The Interest Rates are: available for inspection and copying at Percent the principal office of the Nasdaq. All comments received will be posted Homeowners With Credit Available without change; the Commission does Elsewhere ................................... 5.500 not edit personal identifying Homeowners Without Credit Availinformation from submissions. You able Elsewhere ........................... 2.750 should submit only information that Businesses With Credit Available you wish to make available publicly. All Elsewhere ................................... 8.000 submissions should refer to File Number SR–NASDAQ–2007–094 and 14 17 CFR 200.30–3(a)(12). PO 00000 Frm 00106 Fmt 4703 Sfmt 4703 E:\FR\FM\31JAN1.SGM 31JAN1

Agencies

[Federal Register Volume 73, Number 21 (Thursday, January 31, 2008)]
[Notices]
[Pages 5892-5894]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-1731]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57198; File No. SR-NASDAQ-2007-094]


Self-Regulatory Organizations; The NASDAQ Stock Market, LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Regarding Notification Requirements for Issuers Making Distributions to 
Shareholders

January 24, 2008.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934

[[Page 5893]]

(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on November 30, 2007, The NASDAQ Stock Market, LLC (``Nasdaq'') filed 
with the Securities and Exchange Commission (``SEC'' or ``Commission'') 
the proposed rule change as described in Items I and II below, which 
Items have been substantially prepared by Nasdaq. Nasdaq has designated 
the proposed rule change as constituting a ``non-controversial'' rule 
change under Rule 19b-4(f)(6) under the Act,\3\ which renders the 
proposal effective upon receipt of this filing by the Commission. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Nasdaq proposes a rule change to include in the Nasdaq rule manual 
the notification requirements for issuers making distributions to 
shareholders.
    The text of the proposed rule change is below. Proposed new 
language is underlined; proposed deletions are in brackets.\4\
---------------------------------------------------------------------------

    \4\ Changes are marked to the rule text that appears in the 
electronic manual of Nasdaq found at www.complinet.com/nasdaq.
---------------------------------------------------------------------------

* * * * *
4310. Listing Requirements for Domestic and Canadian Securities
    (a)-(b) No Change.
    (c)(1)-(24) No Change.
    (c)(25) In the case of any dividend action or action relating to a 
stock distribution of a listed stock the issuer shall, no later than 10 
calendar days prior to the record date of such action: [[Reserved]]
    (i) Notify Nasdaq by filing the appropriate form as designated by 
Nasdaq; and
    (ii) Provide public notice using a Regulation FD compliant method.
    Notice to Nasdaq should be given as soon as possible after 
declaration and, in any event, no later than simultaneously with the 
public notice.
    (c)(26)-(30) No Change.
* * * * *
4320. Listing Requirements for Non-Canadian Foreign Securities and 
American Depository Receipts
    (a)-(d) No Change.
    (e)(1)-(20) No Change.
    (e)(21) In the case of any dividend action or action relating to a 
stock distribution of a listed stock the issuer shall, no later than 10 
calendar days prior to the record date of such action: [[Reserved]]
    (i) Notify Nasdaq by filing the appropriate form as designated by 
Nasdaq; and
    (ii) Provide public notice using a Regulation FD compliant method.
    Notice to Nasdaq should be given as soon as possible after 
declaration and, in any event, no later than simultaneously with the 
public notice.
    (e)(22)-(26) No Change.
    (f) No Change.
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, Nasdaq included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. Nasdaq has prepared summaries, set forth in Sections A, 
B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Pursuant to SEC Rule 10b-17,\5\ a national securities exchange may 
establish procedures under which an issuer must provide notice to the 
exchange no later than 10 calendar days prior to the record date of a 
dividend or other distribution in cash or in kind, including a dividend 
or distribution of any security. Nasdaq has implemented this 
requirement through procedures posted on its Web site at http://
www.nasdaq.com/about/FAQsMarketIntegrity.stm.
---------------------------------------------------------------------------

    \5\ 17 CFR 240.10b-17.
---------------------------------------------------------------------------

    Upon receipt of an issuer's notification information regarding an 
upcoming distribution to shareholders, and in accordance with Nasdaq 
Rule 11140, Nasdaq Corporate Data Operations Staff thereafter 
determines the ``ex'' date for the distribution and announces that 
information to the marketplace via a Daily List, which is a daily 
publication of all newly announced dividends. The information on the 
Daily List includes, among other things, the record date, payment date, 
payment amount and all new ex date rulings in order to provide the 
marketplace with the information necessary to adjust the price of the 
security on the ex date to represent the value of the dividend.
    The proposed rule text specifically incorporates the 10 day notice 
period set forth in SEC Rule 10b-17. Additionally, the proposed rule 
language requires that an issuer provide such notice through the use of 
appropriate Nasdaq forms and through the use of a Regulation FD 
compliant method to help ensure that both Nasdaq and the public are 
appropriately alerted in a timely manner as to any upcoming 
distributions to shareholders.
    Nasdaq believes that adopting a listing standard in this area, 
rather than relying on procedures described on a Web site, will provide 
greater transparency to issuers and investors and reduce the likelihood 
of untimely notification of dividend declarations. Moreover, we note 
that both the New York Stock Exchange LLC (``NYSE'') and the American 
Stock Exchange, LLC (``Amex'') have each already adopted rules that 
implement SEC Rule 10b-17 as to their listed issuers.\6\ Thus, adoption 
of a Nasdaq listing standard will provide uniformity throughout the 
markets. Nasdaq's proposed rule is consistent in all respects with the 
procedures on its Web site.
---------------------------------------------------------------------------

    \6\ See NYSE Rule 204.12 and Amex Rule 830.
---------------------------------------------------------------------------

2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 6(b) of the Act \7\ in general and furthers 
the objectives of Section 6(b)(5) \8\ in particular in that it is 
designed to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanisms of a free and open market and a national market 
system and, in general, to protect investors and the public interest. 
Untimely notification of dividend declarations may have a negative 
impact on the marketplace in the form of a late ex date ruling so it is 
in the best interests of the marketplace that Nasdaq reflect its 
notification requirements in the Nasdaq manual.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will result 
in any burden on competition that is not

[[Page 5894]]

necessary or appropriate in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments on the proposed rule change were neither solicited 
nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \9\ and Rule 19b-4(f)(6) thereunder \10\ because 
it does not: (i) Significantly affect the protection of investors or 
the public interest; (ii) impose any significant burden on competition; 
and (iii) become operative for 30 days after the date of the filing, or 
such shorter time as the Commission may designate.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) may not become 
operative prior to 30 days after the date of filing unless the 
Commission designates a shorter time if such action is consistent with 
the protection of investors and the public interest.\11\ Nasdaq has 
requested that the Commission waive the 30-day operative delay, which 
would make the rule change operative immediately upon filing with the 
Commission. The Commission believes waiving the 30-day operative date 
is consistent with the protection of investors and the public interest 
because the proposed rule change provides greater transparency to 
issuers and investors and may reduce the likelihood of untimely 
notification of dividend declarations.\12\ For these reasons, the 
Commission designates the proposal to be effective and operative upon 
filing with the Commission.
---------------------------------------------------------------------------

    \11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires that a self-regulatory organization submit to the 
Commission written notice of its intent to file the proposed rule 
change, along with a brief description and text of the proposed rule 
change, at least five business days prior to the date of filing of 
the proposed rule change, or such shorter time as designated by the 
Commission. The Commission notes that Nasdaq has satisfied the five-
day pre-filing notice requirement.
    \12\ For purposes only of waiving the 30-day pre-operative 
period, the Commission has considered the impact of the proposed 
rule change on efficiency, competition, and capital formation. 15 
U.S.C. 78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of a rule change pursuant 
to Section 19(b)(3)(A) of the Act,\13\ the Commission may summarily 
abrogate the rule change if it appears to the Commission that such 
action is necessary or appropriate in the public interest, for the 
protection of investors, or otherwise in furtherance of the purposes of 
the Act.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78s(b)(3)(A).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2007-094 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2007-094. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/
rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room, 100 F Street, 
NE., Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 p.m. Copies of such filing also will be available for 
inspection and copying at the principal office of the Nasdaq. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2007-094 and should 
be submitted on or before February 21, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-1731 Filed 1-30-08; 8:45 am]
BILLING CODE 8011-01-P